COMAN v. ACA COMPLIANCE GROUP

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF PENNSYLVANIA

JOHN E. COMAN, JR.,

Plaintiff, Civil Action No. 2:21-cv-976

v. Hon. William S. Stickman IV

ACA COMPLIANCE GROUP,

Defendant.

MEMORANDUM OPINION

WILLIAM S. STICKMAN IV, United States District Judge

Plaintiff John E. Coman, Jr. (“Coman”) filed this employment discrimination suit against

Defendant ACA Compliance Group (“ACA”) in the Court of Common Pleas of Allegheny

County, Pennsylvania. Specifically, Coman alleges that ACA, his former employer,

discriminated against him on the basis of race (Count I) and sex (Count II) and retaliated against

him (Count ITZ), in violation of Title VII of the Civil Rights Act of 1964 (“Title VII’). (ECF

No. 1-2, 934-59). He also asserts that ACA’s discriminatory practices violated the

Pennsylvania Human Relations Act (“PHRA”) (Count IV). (ECF No. 1-2, f§ 60-66). ACA

removed the case to this Court on the basis of federal-question jurisdiction. See 28 U.S.C.

§§ 1331, 1441; see also 42 U.S.C. § 2000e-5(f)(3).! ACA then filed a Motion to Dismiss,

arguing that Coman failed to exhaust administrative remedies for his race discrimination claims

and that he previously released all claims against ACA through a settlement agreement. (ECF

No. 7). With respect to whether Coman exhausted his claims, the Court denied ACA’s motion.

(ECF No. 16). But with respect to whether the claims were released through a settlement

' The Court exercises supplemental jurisdiction over the PHRA claim. See 28 U.S.C. § 1367(a).

agreement, which depended on material outside the pleadings, the Court converted ACA’s

Motion to Dismiss to a Motion for Summary Judgment. (/d.). See Fed. R. Civ. P. 12(d), 56.

Thereafter, the parties engaged in limited discovery with respect to the alleged settlement

agreement. At the close of discovery, the parties filed amended summary judgment briefing and

supporting documentation. Upon careful review, the Court will deny ACA’s Motion for

Summary Judgment (ECF No. 24) for the reasons below.

I. BACKGROUND

Coman, a white male, alleges that his former employer ACA violated Title VII and the

PHRA by discriminating against him on the basis of race and sex and retaliating against him

after he made complaints to Human Resources. (ECF No. 1-2). According to Coman, such

discrimination occurred in the spring of 2020-—-primarily involving harassment by his white

female supervisor—-and on May 15, 2020, he was ultimately forced to resign. Ud §§ 11-32).

Two months later, on July 14, 2020, Coman filed a Charge of Discrimination with the Equal

Employment Opportunity Commission (“EEOC”) and the Pennsylvania Human Relations

Commission (“PHRC”). (ECF No. 8-1). The EEOC assigned an investigator to the case, and

that investigator communicated with the parties via email and telephone between January and

March 2021. Those communications, detailed below, form the underpinning of ACA’s assertion

that Coman agreed to settle his claims. Notably, ACA and Coman never spoke directly with

each other; rather, they spoke only with the investigator, who acted as an intermediary between

the two.

On January 11, 2021, the investigator contacted Coman by email. (ECF No. 27-2,

pp. 35-36). She introduced herself and stated that she “would like to discuss [her] findings” with

Coman during a “phone interview.” (/d). After a brief back-and-forth, Coman and the

investigator agreed to speak by telephone on January 12, 2021, at 4:00 p.m. (Ud. at 34-35). This

phone call apparently took place, but the record does not reveal the length of the call or what was

discussed. About half an hour after the scheduled call on January 12, the investigator initiated an

email communication with ACA, writing, “Please advise [if ACA is] willing to enter into

negotiations to settle this case.” (/d. at 14). ACA responded about an hour later and stated that it

was “confident that there [was] no basis for Mr. Coman’s claim,” but that it “would be willing

to have a discussion about settlement of this claim for nuisance value.” (Ud. at 13). The next

morning, on January 13, 2021, the investigator emailed ACA with an “[o]pening demand.” (Jd.

at 12-13). But according to Coman, he had never discussed any “monetary amount” with the

investigator prior to January 15, 2021 (described below). (ECF No. 27-1, 6-7). Coman is

thus “at a loss” regarding the investigator’s “authority” for making such a demand upon ACA.

(ECF No. 28, p. 2).

Unaware of the investigator’s apparent lack of authority, ACA responded to the

investigator later in the morning on January 13, writing, “ACA is agreeable to the [redacted]

settlement demand subject to signing a settlement agreement with a release of all claims and

confidentiality.” (ECF No. 27-2, 11-12). Two days later, on January 15, 2021, the

investigator turned back to Coman. She wrote that ACA had “agreed to settle this case for a

nominal fee of [redacted]’” and asked Coman to advise if he would “accept or decline the offer.”

(Ud. at 32-33). Coman responded on January 18, 2021, stating, “I have discussed the situation

with family and friends and everyone thinks that this nominal amount is woefully inadequate

considering the damage that has been done to my career by their unlawful action.” (/d. at 32).

He then expressed his belief that it would be reasonable for ACA to reimburse “some of the

2 The parties have elected to redact all monetary amounts discussed during settlement

negotiations.

expenses that [he] incurred in order to shift careers to a different path,” and he provided a chart

detailing such expenses. (Id.).

The investigator, however, did not immediately present Coman’s demand to ACA. On

January 22, 2021—-having not heard anything since January 13—-ACA emailed the investigator

to “check on next steps.” (Ud. at 11). The investigator did not respond until January 28, 2021, at

which time she sent a confusing sequence of overlapping emails to ACA, and, separately, to

Coman:

Emails Between Investigator and ACA on | Emails Between Investigator and Coman on

January 28,2021. January 28, 2021

4:44 p.m. (From Investigator)

What is your decision?

Will you accept [redacted] or do you

want the NRTS [(Notice of Right to

for court.

(ECF No. 27-2, p. 10).

5:17 p.m. (From ACA)

I wrote back saying we are agreeable to

the [redacted] on January 13"...

ECF No. 27-2, p. 9).

5:22 p.m. (From Investigator) 5:22 p.m. (From Investigator)

Sorry, I was waiting for a response We will be issuing the NRTS.

from [Coman].

(ECF No. 27-2, p. 31).

We will be issuing a NRTS.

ECF No. 27-2, p. 8).

5:23 p.m. (From ACA)

Ok so [Coman] is not willing to settle?

(ECF No. 27-2, pp. 7-8).

5:25 p.m. (From Investigator)

I presented the [redacted] and he

decided to raise the offer to [redacted].

ECF No. 27-2, p. 7).

5:39 p.m. (From Coman)

That is fine. My address has changed

since I filed the complaint. . . .

ECE No. 27-2, pp. 30-31).

6:43 p.m. (From ACA)

This is frustrating. We understood

[redacted] as [Coman’s] _ initial

settlement demand, and we accepted

that offer. We don’t believe [Coman| is

negotiating in good faith if he is trying

to increase the demand after we’ve

already accepted. [Redacted] far

exceeds the value of this matter. We

remain willing to settle the case for

[Coman’s] initial offer of [redacted].

(ECF No. 27-2, p. 6).

The emails continued the following day, on January 29, 2021:

Emails Between Investigator and ACA on | Emails Between Investigator and Coman on

January 29,2021. January 29,2021

8:07 a.m. (From Investigator)

[Coman] said after he talked to his

family he feels that is too low and here

is his breakdown:

[Copying Coman’s January 18, 2021,

email|

(ECF No. 27-2, p. 5).

12:09 p.m. (From ACA)

We are still frustrated that [Coman|

reneged on the agreed amount, and we

fundamentally disagree with the notion

that school tuition and moving

expenses are recoverable in a

discrimination claim. As noted in our

response letter, we are also very

confident that there is no basis for

[Coman’s] claim. Regardless, I have

obtained authority to meet [Coman] in

the middle, and pay [redacted] in full

and final settlement of his claim,

subject to signing a_ settlement

agreement with a release of all claims

and confidentiality. This is our best

and final offer....

ECF No. 27-2, p. 4) (emphasis added).

3:17 p.m. (From Investigator)

I presented your new demands and

[ACA] rejected and is making a

“final” counter offer of:

[Redacted] in full and final settlement

of the claim, subject to signing a

settlement agreement with a release of

all claims and confidentiality.

(ECF No. 27-2, p. 30).

3:44 p.m. (From Coman)

Yes, I accept the counter offer of

[redacted] in full as final settlement

of the claim, subject to signing a

settlement agreement with a release

of all claims and confidentiality. . . .

(ECF No. 27-2, p. 29) (emphasis added).

3:47 p.m. (From Investigator)

[Coman] has accepted the counter offer

of [redacted] in full and final settlement

of his claim, subject to signing a

settlement agreement with a release of

all claims and confidentiality.

Will you be preparing the settlement

agreement?

ECF No. 27-2, p. 3).

Less than a week later, on February 3, 2021, ACA emailed the Investigator a “draft

agreement for Mr. Coman to review and execute.” (ECF No. 27-2, p.2). The five-page draft

agreement first stated its purpose: “[T]o forever resolve and settle any and all existing and

potential disputes between the Parties regarding or arising out of Mr. Coman’s employment with

ACA, and any other disputes with ACA that Mr. Coman may have.” (d. at 16). It then set forth

the specific terms of the agreement. First, the draft agreement declared that ACA promised to

pay Coman a particular sum:

1. In consideration of the promises and other consideration described in this

Agreement, ACA will deliver the gross sum of [redacted] (the “Payment”)

to Mr. Coman, which shall be in full and final settlement of all claims

against ACA and the ACA Parties (as defined hereafter). ACA will make

the Payment in the form of one check payable to Mr. Coman, which will

be paid via IRS Form 1099. ACA shall deliver the Payment to Mr. Coman

within 30 days of ACA’s receipt of this Agreement, executed by

Mr. Coman....

(id. at 16). Next, the draft agreement contemplated several promises by Coman with respect to

taxes, indemnification, a general release of liability, confidentiality, and statements about ACA:

1. . . . It is understood and agreed that Mr. Coman shall be solely,

individually and completely responsible for payment of all local, state and

federal taxes owed by him, if any, as a result of any payments made

pursuant to this Agreement. Mr. Coman further agrees to fully indemnify

and defend ACA and the ACA Parties and hold them harmless from any

claim for penalties, interest, unpaid taxes, or failure to withhold taxes

related to the Payments made under this Agreement, and for all costs

reasonably associated with defending any such claim. ...

2. Mr. Coman agrees that in consideration of the receipt of the Payment,

Mr. Coman will, and hereby does, forever and irrevocably release, hold

harmless, and discharge ACA and its affiliates, and its and their officers,

directors, members, employees, agents, predecessors:, successors,

purchasers, assigns, representatives, and insurers (each, an “ACA Party”

and collectively, the “ACA Parties”), of any and all grievances, claims,

demands, debts, defenses, actions or causes of action, obligations,

damages, and liabilities whatsoever that Mr. Coman now has, has had, or

may have, whether the same be at law, in equity, or mixed, in any way

arising from or relating to any act, occurrence, or transaction before the

_ date Mr. Coman signed this Agreement. This is a General Release.

Mr. Coman expressly acknowledges that this General Release includes,

but is not limited to, Mr. Coman’s intent to release the ACA Parties from

any claim under contract, tort, defamation, misrepresentation, and wage

and hour, as well as any claim of age, race, sex, religion, national origin or

any other claim of employment discrimination... .

4. Mr. Coman agrees‘not to disclose any information regarding the existence

or substance of this Agreement, except to Mr. Coman’s spouse, tax

advisor, and/or any attorney with whom Mr. Coman chooses to consult

regarding Mr. Coman’s consideration of this Agreement, or as otherwise

specifically protected or required by law... □

5. Mr. Coman agrees that in written or oral communications with any other

person or entity, Mr. Coman will not disparage, make any derogatory or

negative statements related to, or otherwise harm the reputation, good will,

or commercial interests of ACA, its affiliates, and/or any of its or their

officers, directors, or employees. ACA has a policy of forwarding

professional reference requests that its employees receive to ACA’s

Human Resources department. ACA agrees that its Human Resources

department will provide a neutral reference for Mr. Coman, which will

include only the following information: (i) Mr. Coman’s job title(s); and

(ii) the dates of Mr. Coman’s employment.

(id. at 16-18). Beyond those promises, the draft agreement also required Coman to acknowledge

that ACA denied any wrongdoing, that the draft agreement superseded any prior agreements, and

that he had the opportunity to consult with an attorney:

6. ... ACA and the ACA Parties deny that they have violated any Federal or

State or local statute, rule, ordinance, regulation or common law principle

in its dealings with Mr. Coman and further deny that ACA or the ACA

Parties have injured or wronged Mr. Coman in any way. Mr. Coman

expressly acknowledges and agrees that, by entering into this Agreement,

ACA and the ACA Parties in no way admit to any liability to Mr. Coman

by reason of any matter. This Agreement is not, and shall not be

construed as an admission by ACA, its employees, agents or

representatives of any liability, responsibility, fault or wrongdoing.

8. . . . This Agreement contains the entire agreement and understanding

between the Parties with respect to the subject matter of the Agreement,

and there are no additional promises or terms among the Parties other than

those contained herein. This Agreement supersedes any and all prior

agreements or understandings, written or oral, between the Parties

pertaining to its subject, except that the confidentiality, non-competition, □

and non-solicitation provisions set forth in the Offer Letter signed by Mr.

Coman when he accepted employment with ACA remain in effect... .

11. Mr. Coman represents that Mr. Coman has read this Agreement,

understands all of its terms, and enters into this Agreement voluntarily and

with knowledge of its effect. Mr. Coman acknowledges that ACA has

advised Mr.Coman to consider seeking counsel from an attorney or

representative of his choice about this Agreement, and that Mr. Coman has

had ample opportunity to consult with an attorney or such representative

concerning Mr. Coman’s decision to enter into this Agreement and to have

that attorney or representative review and explain to Mr. Coman the terms

of this Agreement and its consequences. .. .

(Id. at 18-19).

_ Despite ACA having sent the investigator the draft agreement on February 3, 2021, she

did not promptly forward it to Coman. A few weeks went by, and on February 22, 2021, Coman

emailed the investigator to express his frustration at not having heard anything since January 29.

He wrote, “It has been almost an entire month since I agreed to settle this matter and I have not

had any kind of update. Could you let me know where we stand? J am ready to pursue further

legal action if there is going to be any longer of a delay.” Cd. at 29). The investigator responded

on February 25, 2021, apologizing for “gletting] side tracked” and asking that Coman

“review/sign and return” the draft agreement. (Ud. at 21). When the investigator did not hear

from Coman by March 10, 2021, she again asked him to “return the signed agreement.” (/d.).

After reviewing the draft agreement, Coman found it to be “completely unacceptable.”

(ECF No. 27-1, § 16). He objected to, inter alia, the tax and indemnity provision, the general

release, the non-disparagement provision (including the offer of only a neutral reference), and

ACA’s denial of liability. Ud. §§ 17-37). In short, Coman felt that ACA “had included terms

and conditions that were not discussed nor even contemplated in [their] preliminary

negotiations.” (Ud. 937). Coman thus retained counsel on March 11, 2021, and, thereafter,

instructed his counsel to withdraw from settlement negotiations and pursue his case in court. (/d.

438; ECF No. 28, p. 1). Coman’s counsel emailed the investigator on March 15, 2021. He

stated that Coman wished to “terminate settlement negotiations” and requested that the EEOC

issue a Notice of Right to Sue (‘NRTS”). (ECF No. 26-1, p. 22). The NRTS issued the next

day, March 16, 2021, and the investigator emailed a copy to Coman’s counsel. (Ud. at 26-28).

Coman then timely filed suit in the Court of Common Pleas of Allegheny County, Pennsylvania,

and ACA ultimately removed the case to this Court. (ECF No. 1).

Il. STANDARD OF REVIEW

Summary judgment is warranted if the Court is satisfied that there is no genuine issue as

to any material fact and that the moving party is entitled to judgment as a matter of law. Fed. R.

Civ. P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). A fact is material if it

must be decided to resolve the substantive claim or defense to which the motion is directed. See

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). And there is a genuine dispute of

material fact “if the evidence is such that a reasonable jury could return a verdict for the

nonmoving party.” /d. The Court must view the evidence presented in the light most favorable

to the nonmoving party. /d at 255. It refrains from making credibility determinations or

weighing the evidence. /d. “[R]eal questions about credibility, gaps in the evidence, and doubts

as to the sufficiency of the movant’s proof” will defeat a motion for summary judgment. El □□□

Se. Pa. Transp. Auth., 479 F.3d 232, 238 (3d Cir. 2007).

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Ii. ANALYSIS

ACA contends that it is entitled to summary judgment because the parties previously

reached a settlement agreement, pursuant to which Coman released all claims against ACA.

(ECF No. 25, p.5). Specifically, ACA argues that an enforceable contract was formed on

January 29, 2021, when ACA made an offer (e.g., “I have obtained authority to meet [Coman] in

the middle, and pay [redacted] in full and final settlement of his claim, subject to signing a

settlement agreement with a release of all claims and confidentiality.”), and Coman accepted that

offer (e.g., “Yes, I accept the counter offer of [redacted] in full as final settlement of the claim,

subject to signing a settlement agreement with a release of all claims and confidentiality.”). Cd.

at 8; ECF No. 27-2, pp. 4, 29). ACA maintains that the parties “agreed to all essential terms to

form an agreement”—including “a monetary amount to settle, a release of all claims, and

confidentiality”—and that it is “irrelevant” that such an agreement “has not yet been reduced toa

formalized writing.” (ECF No. 25, p. 6; ECF No. 30, p. 2). ACA thus asks the Court to enforce

the parties’ “binding agreement” and not permit Coman to “arbitrarily renege.” (ECF No. 25,

p. 6; ECF No. 30, p. 1).

Coman counters that an “enforceable agreement was never reached.” (ECF No. 29, p. 2).

He claims that “the settlement negotiations that went through the EEOC were informal and

sloppy at best.” (Ud. at 1). According to Coman, “both parties were aware there were a lot of

issues that had not yet been addressed,” which is “why each side conditioned the settlement upon

signing a release.” (/d. at 2). Coman maintains that the signing of a written settlement

agreement was a “condition precedent” to contract formation. (/d. at 8). He further argues that

“there was no requisite meeting of the minds” during the email exchange, as the parties did not

discuss several “material terms” that were later included (by ACA) in the draft agreement—

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including “taxes, indemnification, non-disparagement, employment references, non-solicitation,

waiver of rescission due to misrepresentation, and non-compete clauses.” (/d. at 2,5). As such,

Coman argues that ACA cannot establish that a contract was ever formed.

Upon careful review of the record evidence, and for the reasons below, the Court holds

that a reasonable jury could find that ACA and Coman never created an enforceable settlement

agreement. The Court will, therefore, deny ACA’s Motion for Summary Judgment. See

Anderson, 477 U.S. at 248 (“[S]Jummary judgment will not lie if. . . the evidence is such that a

reasonable jury could return a verdict for the nonmoving party.”).

The enforceability of a settlement agreement turns on state contract law. See Mortellite v.

Novartis Crop Prot., Inc., 460 F.3d 483, 492 (d Cir. 2006); Mazzella vy. Koken, 739 A.2d 531,

536 (Pa. 1999) (“To be enforceable, a settlement agreement must possess all of the elements of a

valid contract.”). Under Pennsylvania law,’ a contract is enforceable if (1) the parties have

manifested an intent to be bound by the agreement, (2) the terms of the agreement are

sufficiently definite, and (3) the agreement is supported by consideration. See Johnston the

Florist, Inc. vy. Tedco Constr. Corp., 657 A.2d 511, 516 (Pa. Super. 1995); see also Channel

Home Ctrs. v. Grossman, 795 F.2d 291, 298-99 (3d Cir. 1986) (“Under Pennsylvania law, the

test for enforceability of an agreement is whether both parties have manifested an intention to be

bound by its terms and whether the terms are sufficiently definite to be specifically enforced.

Additionally, of course, there must be consideration on both sides.” (internal citations omitted)).

3 With respect to the enforceability of the alleged settlement agreement, the parties both cite to

Pennsylvania law. (ECF No. 25, p.5; ECF No. 29, p. 8). The Court will, therefore, apply

Pennsylvania contract law by consent of the parties. See, e.g., Am. Eagle Outfitters v. Lyle &

Scott Lid, 584 F.3d 575, 581 n.4 Gd Cir. 2009) (applying Pennsylvania law to determine

enforceability of settlement agreement where “[b]oth parties concede that Pennsylvania law

applies”); Channel Home Ctrs. v. Grossman, 795 F.2d 291, 298 (3d Cir. 1986) (honoring parties’

agreement that “Pennsylvania law applies” to question of contract enforceability).

12

Only the first two elements are contested in this case. However, the Court need only address the

first to resolve ACA’s motion.

Whether parties intend to be bound by a contract is a question of fact. See Mazzella, 739

A.2d at 536 (“[T]he parties’ intent is a question to be resolved by the finder of fact.”); Bethlehem

Steel Corp. v. Litton Indus., Inc., 468 A.2d 748, 751 (Pa. Super. 1983) (“The “intent to contract’

is a question of fact for the trier-of-fact.’’); see also Shell’s Disposal & Recycling, Inc. v. City of

Lancaster, 504 F. App’x 194, 200 (3d Cir. 2012) (noting that, under Pennsylvania law, the

question whether “both parties have manifested an intention to be bound” is “factual in nature”).

The inquiry, moreover, is objective. “In ascertaining the intent of the parties to a contract, it is

their outward and objective manifestations of assent, as opposed to their undisclosed and

subjective intentions, that matter.” Jngrassia Constr. Co. v. Walsh, 486 A.2d 478, 483 (Pa.

Super. 1984); see also Long v. Brown, 582 A.2d 359, 363 (Pa. Super. 1990) (“[O]bjective

manifestation is the governing factor, regardless of subjective beliefs and reservations.”).

Accordingly, while “there must be manifested mutual assent to the terms of a bargain,” Mazzella,

739 A.2d at 536-37, a “true and actual meeting of the minds is not necessary to form a contract,”

Ingrassia, 486 A.2d at 482.

To determine whether the parties manifested an intention to be bound by a contract, a

finder of fact must look to their words and actions as well as the surrounding circumstances... See

Am. Eagle Outfitters v. Lyle & Scott Ltd., 584 F.3d 575, 584 (3d Cir. 2009); Channel Home

Ctrs., 795 F.2d at 299. The presence or absence of a signed writing is relevant, but not

dispositive. In Pennsylvania, “parties may bind themselves contractually prior to the execution

ofa written document through mutual manifestations of assent, even where a later formal

document is contemplated.” Krause v. Great Lakes Holdings, Inc., 563 A.2d 1182, 1185 (Pa.

13

Super. 1989) (citing George W. Kistler, Inc. v. O’Brien, 347 A.2d 311, 315 (Pa. 1975); Field vy.

Golden Triangle Broad., Inc., 305 A.2d 689, 693 (Pa. 1973)). In other words, “[w]here the

parties have agreed on the essential terms of a contract, the fact that they intend to formalize their

agreement in writing but have not yet done so does not prevent enforcement of such agreement.”

Mazzella, 739 A.2d at 536. However, “[i]f a party wishes to withhold his assent upon the

condition that a contract be signed, it is surely within his province to do so.” Jngrassia, 486 A.2d

at 483. Under those circumstances—i.e., “where the parties contemplate that their agreement

cannot be considered complete before it is reduced to writing’—‘“no contract exists until the

execution of the writing.” Krause, 563 A.2d at 1186 (citing Essner v. Shoemaker, 143 A.2d 364,

366 (Pa. 1958)).

Here, the parties dispute whether they intended to be bound via their email

communications and to later formalize their agreement in a signed writing (ACA’s position), or

whether they intended to be bound only when they signed a written agreement (Coman’s

position). Viewing the evidence in the light most favorable to Coman, the Court holds that a jury

could find in favor of Coman on this material question of fact. The analysis begins with

consideration of the surrounding circumstances. The parties engaged in “informal and sloppy”

settlement negotiations via email, filtered through an intermediary. (ECF No. 29, p. 1). Though

ACA may contest such a characterization of the negotiations, it is certainly supported by the

record, which reveals that the investigator frequently failed to fully and promptly communicate

one party’s message to the other. A reasonable jury could infer that such breakdowns in

communication prevented the parties from mutually assenting to be bound by contract.

Nevertheless, at the time of the emails, the parties may not yet have been aware of (i.e., seen

outward manifestations of) the true extent of the investigator’s poor handling of the negotiations.

14

The analysis thus turns to the parties’ own words and actions. Most importantly, both Coman

and ACA expressly qualified their offer and acceptance as being “subject to signing a settlement

agreement with a release of all claims and confidentiality.” (ECF No. 27-2, pp. 4, 29). A jury

could find that this language indicates that neither party intended to be bound by their emails, but

rather intended to be bound only upon the signing of a written settlement agreement. That

finding is bolstered by the parties’ subsequent actions. ACA did not make any attempt to pay

Coman following his email acceptance, nor did Coman seek such payment. Instead, both parties

waited to perform their obligations (or seek performance) until a written agreement was signed.

Indeed, ACA’s draft agreement stated that ACA would not deliver payment to Coman until it

received the signed agreement. (ECF No. 27-2, p. 16) (“ACA shall deliver the Payment to Mr.

Coman within 30 days of ACA’s receipt of this Agreement, executed by Mr. Coman.”).

Moreover, it is apparent that Coman did not consider the matter resolved absent a signed

settlement agreement, as he threatened to “pursue further legal action” when he never received a

copy of the draft agreement from the investigator. (/d. at 29).

For those reasons, a reasonable jury could find that ACA and Coman did not manifest an

intention to be bound by their email communications, and, thus, that the parties did not form an

enforceable settlement agreement. See Mazzella, 739 A.2d at 536-37 (“[Blefore preliminary

negotiations ripen into contractual obligations, there must be manifested mutual assent to the

terms of a bargain.”). Since a jury could find in favor of Coman on this issue, ACA is not

entitled to summary judgment.*

* To be clear, ACA remains free to raise the alleged settlement agreement as an affirmative

defense should the case proceed to trial.

15

IV. CONCLUSION

For the foregoing reasons, the Court will deny ACA’s Motion for Summary Judgment

(ECF No. 24). An Order of Court will follow.

BY THE COURT:

WILLIAM S. STICKMAN IV

UNITED STATES DISTRICT JUDGE

Dated:

7/22/22

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